2013-05-08T14:20:11-05:00 2012-06-30 410746749 CLIFTONLARSONALLEN LLP 610 WEST GERMANTOWN PIKE SUITE 400 PLYMOUTH MEETING PA 19462 990 2011-07-01 232053395 PAUL'S RUN PAUL 2159343000 9896 BUSTLETON AVENUE PHILADELPHIA PA 19115 JOHN M BARNUM CFO 2159343000 2013-04-16 1 JAMES D WATSON P01450300 2156433900 2011 2016-02-25 16:41:14Z JOHN M BARNUM 9896 BUSTLETON AVENUE PHILADELPHIA PA 19115 27365688 0 9386 X WWW.PAULSRUN.ORG X 1977 PA TO PROVIDE HOUSING, HEALTHCARE, AND OTHER RELATED SERVICES TO RESIDENTS IN A CONTINUING CARE RETIREMENT COMMUNITY. 8 8 464 389 0 0 5803 6712 25666172 25714593 861691 478000 167479 190590 26701145 26389895 0 0 0 0 11296504 11901081 0 0 230000 12606171 12272449 23902675 24173530 2798470 2216365 40557248 40926421 33190241 36238859 7367007 4687562 X PAUL'S RUN IS A NONPROFIT 501(C)(3) ORGANIZATION THAT OPERATES A CONTINUING CARE RETIREMENT COMMUNITY PROVIDING PERSONAL CARE, NURSING, AND OTHER RELATED SERVICES TO SENIORS IN A FACILITY THAT INCLUDES 256 INDEPENDENT LIVING UNITS, 62 PERSONAL CARE UNITS, AND 120 SKILLED NURSING BEDS. PAUL'S RUN'S FACILITY IS LOCATED IN PHILADELPHIA, PENNSYLVANIA AND ITS PRIMARY SERVICE AREA INCLUDES PHILADELPHIA, PENNSYLVANIA AND SURROUNDING COMMUNITIES. LIBERTY LUTHERAN SERVICES IS A PENNSLYVANIA NONPROFIT ORGANIZATION AND THE SOLE MEMBER OF PAUL'S RUN. 0 0 17069814 25714593 EXPENSES INCURRED OPERATING A CONTINUING CARE RETIREMENT COMMUNITY PROVIDING HOUSING, HEALTHCARE, AND OTHER RELATED SERVICES TO RESIDENTS THROUGH THE OPERATION OF 256 INDEPENDENT LIVING UNITS, 62 ASSISTED LIVING UNITS, AND 120 SKILLED NURSING BEDS. 17069814 1 0 0 0 0 0 0 0 1 0 1 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 1 23 0 1 464 1 0 0 0 0 0 0 0 0 0 0 X 8 8 0 1 0 0 1 0 1 1 1 0 0 0 1 1 1 1 1 0 0 0 PA X JOHN M BARNUM CFO 2674647745 7002 BUTLER PIKE AMBLER PA 19002 TED BRUNER 0.50 X X 0 0 0 JOHN HECK 0.50 X 0 0 0 DAVID HERBSTER 0.50 X 0 0 0 CARL HOLMES 0.50 X X 0 0 0 FREDERICK HOPKE 0.50 X X 0 0 0 NEVIN MANN 0.50 X X 0 0 0 FRANK ROTH 0.50 X 0 0 0 GWENDOLYN WEBSTER 0.50 X 0 0 0 LUANNE B FISHER 37.50 X 0 353158 22253 JOHN M BARNUM 37.50 X 0 193720 24544 KATRINA KANE WISE 37.50 X 0 175712 6222 JOAN MYERS 37.50 X 0 142089 17490 KAREN CONNELLY 37.50 X 101095 0 13622 MARY E LINDE 37.50 X 0 105034 14434 MICHAEL BOOTH 37.50 X 0 120441 19949 101095 1090154 118514 1 0 1 0 LIBERTY LUTHERAN SERVICES 7002 BUTLER PIKE AMBLER PA 19002 MANAGEMENT 2517956 SODEXO INC AND AFFILIATES PO BOX 360170 PITTSBURGH PA 15251 DINING 1596820 GENESIS ELDERCARE REHAB SERVICES PO BOX 7247-6524 PHILADELPHIA PA 19170 THERAPY 1100817 ACCENT CONTRACTORS 874 COTTAGE STREET PHILADELPHIA PA 19136 CONSTRUCTION 388636 LIBERTY LUTHERAN FOUNDATION 7002 BUTLER PIKE AMBLER PA 19002 DEVELOPMENT 230000 5 6712 6712 SKILLED NURSING CARE 623000 13565636 13565636 INDEPENDENT LIVING 623000 8289013 8289013 PERSONAL CARE 623000 3791315 3791315 AMORTIZATION OF ENTRAN 623000 68629 68629 25714593 309346 309346 136186 0 136186 136186 136186 1144447 975793 168654 168654 168654 MEDICAL OFFICE STAFFIN 623000 27024 27024 MEALS 623000 9324 9324 VENDING MACHINE INCOME 623000 1196 1196 16860 16860 54404 26389895 25714593 0 668590 9277424 8782176 495248 226480 226480 1719723 1495286 224437 677454 645689 31765 2541179 2311179 230000 37293 37293 23250 23250 2291832 2086041 205791 116101 116101 900995 648705 252290 1056473 1023929 32544 3723 3010 713 9227 1343 7884 1140769 1140769 1457582 1457582 403551 53592 349959 FOOD 1031568 1031568 MEDICAL SUPPLIES 932506 932506 NURSING HOME ASSESSMENT 249868 249868 BAD DEBT 76532 76532 24173530 17069814 6873716 230000 189156 188812 1079661 956575 33508 28433 98380 99863 33563259 23024436 10701232 10538823 13675126 13106271 14780185 16007644 40557248 40926421 2308632 2264434 318918 277246 26656500 26126750 809046 787066 3097145 6783363 33190241 36238859 X 7362795 4683220 4212 4342 7367007 4687562 40557248 40926421 X 2216365 -4895810 X X 0 1 1 X 0 X 5431 5263 7310 5803 6712 30519 22403677 23723120 25186834 25733340 25714495 122761466 22409108 23728383 25194144 25739143 25721207 122791985 0 0 0 122791985 459244 473883 380313 399015 445532 2157987 459244 473883 380313 399015 445532 2157987 30770 441405 18723 40471 54502 585871 22899122 24643671 25593180 26178629 26221241 125535843 0.97810 0.97770 0.01720 0.01760 X 0 1 1236383 1236383 26055203 18223073 7832130 6102885 4712336 1390549 168788 89027 79761 10538823 DEFERRED FINANCING COSTS 347739 INTEREST IN NET ASSETS OF AFFILIATE 6638103 DUE FROM AFFILIATES 8475180 OTHER RECEIVABLE 475372 ASSETS LIMITED TO USE 71250 16007644 OBLIGATION UNDER SWAP AGREEMENTS 6782607 DUE FROM AFFILIATES 756 6783363 26389895 24173530 2216365 -999691 -3896119 -4895810 -2679445 21494085 -4895810 -4895810 26389895 0 26389895 24173530 0 24173530 0 24173530 PART IV, LINE 2B: THE SECURITY DEPOSITS ARE FOR RESIDENTS IN PERSONAL CARE AND INDEPENDENT LIVING UNITS. THE DEPOSITS ARE EQUIVALENT TO ONE MONTH'S WORTH OF RENT UPON ADMISSION AND IS REFUNDABLE UPON PERMANENT TRANSFER TO A SNF, LEAVING THE COMMUNITY OR DUE TO DEATH. DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: PAUL'S RUN IS EXEMPT FROM FEDERAL INCOME TAX UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. PAUL'S RUN FOLLOWS PROVISIONS OF THE INCOME TAX STANDARD REGARDING THE RECOGNITION AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. THE APPLICATION OF THESE PROVISIONS HAS NO IMPACT ON PAUL'S RUN'S FINANCIAL STATEMENTS. PAUL'S RUN IS ALSO EXEMPT FROM STATE SALES TAX. PAUL'S RUN IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX EXEMPT STATUS OR ANY ACTIVITIES THAT ARE SUBJECT TO TAX ON UNRELATED BUSINESS INCOME OR EXCISE OR OTHER TAXES. THE TAX RETURNS FOR THE FISCAL YEARS 2009 TO 2011 ARE OPEN TO EXAMINATION BY FEDERAL AND STATE AUTHORITIES. PART XI, LINE 8 - OTHER ADJUSTMENTS: CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENTS -3,705,377. CHANGE IN INTEREST IN NET ASSETS OF FOUNDATION -190,742. TOTAL TO SCHEDULE D, PART XI, LINE 8: -3,896,119. PART XII, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN VALUE OF SWAP AGREEMENTS -3,705,377. CHANGE IN INTEREST IN NET ASSETS OF FOUNDATION -190,742. NET UNREALIZED LOSS ON INVESTMENTS -999,691. 0 0 0 0 0 0 0 1 0 LUANNE B FISHER 0 330443 0 22715 0 0 0 20476 0 1777 0 375411 0 0 JOHN M BARNUM 0 193720 0 0 0 0 0 16500 0 8044 0 218264 0 0 KATRINA KANE WISE 0 175712 0 0 0 0 0 4685 0 1537 0 181934 0 0 JOAN MYERS 0 137089 0 5000 0 0 0 3334 0 14156 0 159579 0 0 PART I, LINE 7 BONUSES WERE PAID TO THE DIR. OF MARKETING BASED ON NUMBER OF RESIDENTS MOVED IN AND REACHING OCCUPANCY TARGETS FOR EACH LEVEL OF CARE. IN FISCAL YEAR 2012, THE DIR. OF MARKETING RECEIVED $62,850. SUPPLEMENTAL INFORMATION PART III COMPENSATION POLICY OF RELATED ORGANIZATION: ALL TOP MANAGEMENT OFFICIALS AND KEY EMPLOYEES ARE THE EMPLOYEES OF ITS PARENT ORGANIZATION. THE FOLLOWING POLICIES ARE APPLIED TO THE PARENT AND ITS AFFILIATES: THE EXECUTIVE COMMITTEE APPROVES THE ANNUAL REVIEW AND COMPENSATION OF THE CEO. THE CFO AND EXECUTIVE DIRECTORS ARE REVIEWED ANNUALLY BY THE CEO, WITH COMPARABLE SALARY SURVEYS. THE LAST COMPARABLE SALARY SURVEY WAS DONE IN 2010. THE CEO REPORTS THE ANNUAL EXECUTIVE REVIEWS TO THE EXECUTIVE COMMITTEE. PHILADELPHIA AUTHORITY FOR INDUSTRIAL DEVELOPMENT 232237287 7178182T4 2008-06-03 28135250 REFINANCE EXISTING BONDS, PAY FOR RENOVATIONS, COST OF BONDS 0 0 0 2008500 28135250 23064839 394759 75102 4600550 2008 1 0 1 1 0 0 0 0 0.00000 0.00000 0.00000 0 0 1 1 MORGAN STANLEY CAPITAL SERVICES 23.000000000000 0 0 0 0 0 X SCHEDULE K, PART IV, LINE 3C THERE ARE TWO SWAP AGREEMENTS. THE FIRST SWAP AGREEMENT HAS A TRADE DATE OF 12/15/2004, AND EFFECTIVE DATE OF 5/16/2006 AND A TERMINATION DATE OF 5/1/2034. THIS SUPPORTED A PRIOR 2004 BOND ISSUE. WHEN THE 2004 BONDS WERE REFINANCED IN 2008, THE SWAP AGREEMENT WAS AMENDED TO SUPPORT THE 2008 BOND ISSUE. THE SECOND SWAP HAS A TRADE DATE OF 5/15/2008, AND AN EFFECTIVE DATE OF 6/3/2008, AND A TERMINATION DATE OF 5/1/2038. FORM 990, PART VI, SECTION A, LINE 3 PAUL'S RUN DESIGNATES ITS ADMINISTRATIVE/MANAGEMENT AND FUNDRAISING FUNCTIONS TO ITS PARENT AND AFFILIATED ORGANIZATIONS (BOTH ARE NOT-FOR-PROFIT CORPORATIONS) UNDER THE AFFILIATE AGREEMENT DATED JANUARY 1, 2001. IN ANNOUNCEMENT 2001-33, THE TOTAL FEES INCURRED FOR THESE SERVICES DURING THE REPORTING YEAR WERE AS FOLLOWS: $2,311,179 TO ITS PARENT ORGANIZATION AND REPORTED ON FORM 990, PAGE 10, PART IX, LINE 11A, COLUMN C AND $230,000 TO ITS AFFILIATED ORGANIZATION AND REPORTED ON FORM 990, PAGE 10, PART IX, LINE 11A, COLUMN D. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION SHALL HAVE ONE MEMBER. THE SOLE MEMBER SHOULD BE LIBERTY LUTHERAN SERVICES. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS SUBJECTED TO THE APPROVAL OF THE MEMBER ARE REQUIRED FOR ANY OF THE FOLLOWING ACTIONS: ANY MERGER, DISSOLUTION, OR LIQUIDATION OF THE CORPORATION; ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; THE SALE, PLEDGE, LEASE OR OTHER TRANSFER OF ASSETS OF THE CORPORATION; APPROVAL OF THE CORPORATION'S ANNUAL CAPITAL AND OPERATING BUDGETS; ISSUANCE OF DEBT GREATER THAN FIFTY THOUSAND ($50,000) BY THE CORPORATION; THE EXECUTION OF ANY CONTRACT; AND MATERIAL CHANGES TO THE BUSINESS OF THE CORPORATION. FORM 990, PART VI, SECTION B, LINE 11 NO REVIEW WAS OR WILL BE CONDUCTED BY THE GOVERNING BOARD IN ADVANCE OF FILING THE FORM 990. ALL FORM 990'S ARE MADE AVAILABLE TO THE BOARD AFTER FILING. HOWEVER, THE FINAL FORM 990 IS REVIEWED IN DETAIL FOR ACCURACY AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF LIBERTY LUTHERAN SERVICES (PARENT ORGANIZATION). FORM 990, PART VI, SECTION B, LINE 12C EVERY YEAR THE CONFLICT OF INTEREST POLICY IS REVIEWED WITH THE BOARD AND SENIOR LEVEL STAFF. THEY ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE. THE CORPORATE COMPLIANCE OFFICER REVIEWS ALL POTENTIAL STAFF CONFLICTS. THE EXECUTIVE COMMITTEE OF THE BOARD REVIEWS ALL BOARD CONFLICTS. WHEN A CONFLICT OF INTEREST ARISES, THE BOARD SHALL PERMIT THE INTERESTED PERSON TO MAKE A PRESENTATION AT THE BOARD MEETING AND AFTER THE PRESENTATION, THE INTERESTED PERSON LEAVES AND THE BOARD VOTES ON AN ARRANGEMENT THAT RESULTS IN THE CONFLICT OF INTEREST. IF APPROPRIATE, A NON-INTERESTED PERSON OR COMMITTEE INVESTIGATES ALTERNATIVES TO THE PROPOSED ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE BOARD WILL DETERMINE IF A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORTS FROM A PERSON OR ENTITY WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD WILL DETERMINE BY MAJORITY VOTE THE ARRANGEMENT IN THE CORPORATION'S BEST INTEREST AND FOR ITS BENEFIT, AND/OR IF IT IS REASONABLE AND FAIR TO THE CORPORATION. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, FINANCIAL STATEMENTS, AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: NET UNREALIZED LOSSES ON INVESTMENTS: -999,691. CHANGE IN FAIR VALUE OF INTEREST RATE SWAP AGREEMENTS -3,705,377. CHANGE IN INTEREST IN NET ASSETS OF FOUNDATION -190,742. TOTAL TO FORM 990, PART XI, LINE 5: -4,895,810. FORM 990, PART XI, LINE 2C THE ORGANIZATION HAS NOT CHANGED ITS OVERSIGHT OR SELECTION PROCESS DURING THE FILING YEAR. LIBERTY LUTHERAN SERVICES (PARENT) 7002 BUTLER PIKE AMBLER PA 19002 233059658 TO PROVIDE TAX EXEMPT SUBSIDIARIES WITH MGMT AND ADMIN. SERVICES PA 501(C)(3) LINE 1 N/A 0 LIBERTY COMMUNITY SERVICES 250 N BETHLEHEM PIKE AMBLER PA 19002 203630505 TO PROVIDE VARIOUS SERVICES TO SENIORS IN THEIR HOMES PA 501(C)(3) LINE 1 AFFILIATE 0 LIBERTY LUTHERAN FOUNDATION 7002 BUTLER PIKE AMBLER PA 19002 232665839 TO IMPLEMENT AND ADMINISTER FUNDRAISING ACTIVITIES FOR AFFILIATES PA 501(C)(3) LINE 11A, I AFFILIATE 0 LUTHERAN CHILDREN AND FAMILY SERVICE OF EASTERN PENNSYLVANIA 5401 RISING SUN AVENUE PHILADELPHIA PA 19120 231696007 TO PROVIDE SERVICE TO ALL AGES THROUGH A VARIETY OF PROGRAMS PA 501(C)(3) LINE 7 AFFILIATE 0 MARY J DREXEL HOME 238 BELMONT AVENUE BALA CYNWYD PA 19004 230536370 CCRC WHOSE OPS WERE SUSPENDED DURING PLANNED RENOVATIONS PA 501(C)(3) LINE 9 AFFILIATE 0 ARTMAN LUTHERAN HOME 250 N BETHLEHEM PIKE AMBLER PA 19002 231401548 CCRC, PROVIDING NURSING & OTHER RELATED SERVICES TO SENIORS PA 501(C)(3) LINE 9 AFFILIATE 0 LUTHERAN CONGREGATIONAL SERVICES 1923 HANOVER AVENUE ALLENTOWN PA 18109 231894019 TO PROVIDE DISASTER RESPONSE AND COMMUNITY OUTREACH PA 501(C)(3) LINE 1 AFFILIATE 0 LIBERTY LUTHERAN HOUSING DEVELOPMENT CORP 260 LIONS HILL ROAD STATE COLLEGE PA 16803 223876595 CCRC, PROVIDING NURSING & OTHER RELATED SERVICES TO SENIORS PA 501(C)(3) LINE 9 AFFILIATE 0 0 0 0 0 1 0 0 0 0 0 0 1 1 1 1 1 1 1